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D.C. Municipal Regulations (Last Updated: September 13, 2017) |
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Title 26. INSURANCE, SECURITIES, AND BANKING |
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SubTilte 26-B. SECURITIES |
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Chapter 26-B2. REGISTRATION OF SECURITIES OFFERINGS |
Section 26-B220. DISTRIBUTION SPREAD
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220.1The information called for by the following table shall be given, in substantially the tabular form indicated, on the outside front cover page of the prospectus as to all securities being offered which are to be offered for cash (estimate, if necessary).
Price
Underwriters
Proceeds to
to
discounts and
issuer or
Public
commissions
other persons
Per Unit
...
...
...
Total
...
...
...
220.2Any variation from the price set forth in the first column of the table at which any proportion of the offering is to be made to any person or class of persons other than the underwriters shall be disclosed following the table with a reference to it in the first column of the table. Specify the person or class and the proposed offering price to that person or class.
220.3For purposes of this section, "commissions" means all cash commissions or discounts paid or to be paid, directly or indirectly, by the issuer or selling security holders to the underwriters in respect of the sale of the security to be offered. A commission paid or to be paid in connection with the sale of a security by a person in which the issuer has an interest or which is controlled or directed by, or under common control with, the issuer shall be deemed to have been paid by the issuer. Only commissions paid by the issuer or selling security holders are to be included in the table. Commissions paid by other persons shall be set forth following the table with a reference to it in the second column of the table.
220.4If securities, contracts, or anything else of value (other than cash) is to accrue to the underwriters in connection with the offering, the amount and nature of the considerations shall be set forth following the table with a reference to it in the second column of the table.
220.5If any finder's fees are to be paid in connection with the offering, the name and address of each recipient of it, together with the amount and nature of the fee, shall be set forth following the table with a reference to it in the second column of the table.
220.6If the underwriting discounts or commissions are variable, set forth their maximum and minimum amounts in the second column of the table and set forth the maximum and minimum proceeds in the third column of the table. The basis of determining the discounts and commissions shall be set forth following the table with a reference to it in the second and third columns of the table.
220.7An estimate of the aggregate selling expenses (other than underwriting discounts and commissions and finder's fees) payable by the issuer or selling security holders shall be set forth following the table with a reference to it in the third column of the table. The estimate shall include printing, legal, engineering, accounting and other charges.
220.8If it is impracticable to state the price to the public, the method by which it is to be determined shall be explained. In addition, if the securities are to be offered at the market, indicate the market involved and the market price as of the latest practicable date.
220.9If any of the securities being registered are to be offered for the account of security holders, the issuer shall refer on the outside front cover page of the prospectus to the information called for by § 227.